Auditor Report of Evinix Industries Ltd.

Mar 31, 2011

We have audited the attached Balance Sheet of EVINIX INDUSTRIES LTD., Faridabad as at 31st March 2011 and the Profit & Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. The financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by Companies (Auditor's Report) Order, 2003 issued by Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure A, a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of accounts as required by the law have been kept by the company so far as appears from our examination of the books of the Company.

(iii) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account of the Company.

(iv) In our opinion, the accounts comply with the accounting standards referred to in section 211 (3C) of the Companies Act;

(v) None of the directors is disqualified from being appointed as director U/s. 274 (1) (g) of Companies Act, 1956

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance sheet, of the state of affairs of the company as at 31st March 2009;

(b) in the case of the Profit and Loss Account of the profit of the company for the period ended on that date.

(c) In the case of the Cash Flow Statement, of the cash flow for the year ended on that date.

A. S. PATWA & CO. CHARTERED ACCOUNTANTS B-545, Nehru Ground, Faridabad 121 001 Tel No. 0129-2416545

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 4 of our Report of even date to the members of Evinix Industries Ltd. On the accounts for the year ended 31st March, 2011)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

a) The Fixed assets Register maintained by the company has not been updated during the year.

b) It is reported by the management that the fixed assets were physically verified by the management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

c) The fixed assets disposed off during the year, or the amounts withdrawn from Capital Work in Progress in our opinion do not constitute a substantial part of the fixed assets and such disposal or withdrawal in our opinion has not affected the going concern status of the company.

a) The inventory has been physically verified during the year by the Management along with Lending bank once during the year. It has also been reported by the management that the Inventory has also been physically verified by the internal auditor which is reasonable.

b) In our opinion the procedure of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion, the company is maintaining proper records of inventory and as explained to us, NO material discrepancies were noticed on physical verification.

a) The Company has not granted any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4 (iii) (a) to (d) of the companies (Auditor Report) Order are not applicable.

b) The Company has not taken any loans, secured or unsecured to or from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore the provisions of clause 4 (iii) (e) to (g) of the companies (Auditor Report) Order are not applicable.

iv. In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v. According to the information given to us there are no contracts and arrangements during the year that need to be entered in to a register in pursuance of section 301 of the Companies Act, 1956.

vi. The company has not accepted any deposits from the public and therefore, the provisions of section 58-A and 58 AA of the Companies Act, 1956 are not applicable.

vii. The Internal Audit System is commensurate with the size & nature of the business of the company.

viii. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the company.

ix.(a) According to information and explanations give to us, the Company has not been regular during the year in depositing the undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Central Sales Tax. The Income Tax Liability for A.Y. 2010-11 has not yet been deposited by the company. The company has also not deposited any advance tax for the current year. The subject of wealth tax is not applicable to the company. The custom duty and excise duty, cess and other statutory dues are deposited in time with the appropriate authorities. The arrears of undisputed statutory dues remaining outstanding for over six months as at 31st March, 2011 are as under

Sl. No. Nature of Liability Amount (In Rs.)

T.D.S. 97,16,916

P.F. 16,02,149

ESI 6,22,968

VAT CST 15,32,317

Professional Tax 7,740

TCS 66,797

13. The Company has no accumulated losses. The Company has not incurred cash loss during the financial year under report and in the immediately preceding financial year.

x. On the basis of verification of records and information given to us the Company has not defaulted in repayment of dues to financial institutions or banks.

xi. In our opinion and according to the explanations given to us, and based on the information available, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii. In our opinion, the Company is not a Chit fund or Nidhi /Mutual Benefit Fund/Society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiii. In our opinion, and according to the information and explanations given to us the Company is not dealing in/or trading in Shares, Securities, Debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

xiv. According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from bank or Financial Institution.

xv. The term loans were applied for the purpose for which the loans were obtained.

xvi. According to the information and explanations given to us the cash flow statement examined by us and on overall examination of the Balance Sheet of the Company, we report that funds raised on short term basis have not been used for long term investment.

xvii. During the year the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xviii. Since no debentures have been issued during the year the question of creating securities or charge does not arise.

xix. Since there were no public issues of securities during the year verification of end use of money does not arise.

xx. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud has been noticed or reported during the course of our audit for the period under report.

For A. S. Patwa & Co. CHARTERED ACCOUNTANTS

Sd/- Place: Faridabad (A. S. PATWA) Date: August 19,2011. Proprietor Membership No: 11330

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Mar 31, 2010

We have audited the attached Balance Sheet of EVINIX INDUSTRIES LTD., Faridabad as at 31st March 2010 and the Profit & Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. The financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Department of Company Affairs, Govt, of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in Annexure A a statement on the mattes specified in the paragraphs 4 and 5 of the said Order.:

Further to out comments in the annexure referred to above, we report that :

(a) We have obtained all the information and explanations, which to the best our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of accounts as required by the law have been kept by the company so far as appears from our examination of these books;

(c) The Balance Sheet, Profit and Los Account and Cash Flow Statement dealt with by this report ae in agreement with the books of Account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956 to the extent applicable;

(e) On the basis of information given to us, we report that none of the directors are prima facie, disqualified as on 31.3.2010 under section 274 (1) (g) of the Companies Act, 1956 from being appointed as directors of the company.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010;

(ii) in the case of Profit and Loss Account, of the profit for the year ended on that date; and

• (iii) in the case of Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in our Report of even date)

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under :

i. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets were physically verified by the Management during the year. We have been informed that no material, discrepancies were noticed on such physical verification.

c) Substantial part of fixed assets have not been disposed off during the year, the preparation of financial statements on a going concern basis is not affected on this account.

ii. a) The inventory has been physically verified during the year by the Management at reasonable intervals, except stock lying with third parties. In our opinion the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion, the company is maintaining proper records of inventory and as explained to us, no material discrepancies were noticed on physical verification.

iii. a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii)(a) to (d) of the Companies (Auditors Report) Order are not applicable.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties required to be covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(iii)(e) to (g) of the Companies (Auditors Report) Order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

v. According to the information given to us, there are no contracts or arrangements during the year that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

vi. The company has not accepted any deposits from the public within the provisions of sections 58-A and 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii. The Internal Audit System is commensurate with the size & nature of the business of the company.

viii. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the company.

ix. a) According to the records of the Company, the Company has not been regular during the year in depositing the undisputed statutory dues relating to Income tax, Provident Fund, Employees State Insurance and Vat & Central Sales Tax. The subject of Wealth Tax and Service Tax is not applicable to the company.

b) There were no arrears of undisputed statutory dues as at 31st march 2010, which were outstanding for a period of more than six months from the date they became payable except that of Income Tax, FBT, VAT and Central Sales Tax.

c) The disputed dues remaining unpaid as on 315t March 2010 in respect of Income Tax and Central Excise have been disclosed in the contingent liabilities.

x. The Company has no accumulated losses at the end of the year and has not incurred cash loss during the financial year under report and in the immediately preceding financial year.

xi. On the basis of verification of records and information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions or banks.

xii. In our opinion and according to the explanations given to us, and based on the information available, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the Company is not a Chit fund or Nidhi /Mutual Benefit Fund/Society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order are not applicable to the Company.

xiv. The company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause 4 (xiv) of the Companies (Auditors Report) Order are not applicable to the Company.

xv. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or Financial Institution.

xvi. According to the records of the company, the term loans were applied for the purpose for which the loans were obtained.

xvii. According to the information and explanations given to us, the cash flow statement examined by us and on overall examination of the balance sheet of the company, we report that funds raised on short term basis have not been used for long term investments.

xviii. During the year the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix. Since no debentures have been issued during the year, question of creating securities or charge does not arise.

xx. Since there were no public issue of securities during the year, verification of end use of money does not arise.

xxi. Based on the audit procedures performed and information and explanations given by the management, we report that no case of fraud on by the company has been noticed or reported during the year under audit.

For A. S. Patwa & Co. CHARTERED ACCOUNTANTS

Place: Faridabad (A. S. PATWA)

Date: May 31, 2010 Proprietor

Membership No : 11330